For the purpose of developing supervisory functions of board of director and strengthening management mechanisms, COPLUS has set up the Audit Committee in October, 2021. The Audit Committee is composed by entire three independent directors. Among them, at least one of the independent directors has accounting or financial expertise. The independent director members of the Committee shall serve a 3-year term, and may be re-elected to further terms. The convener is represented The convener of the Committee shall represent the Committee to the public.
COPLUS formed the Audit Committee on October, 2021, replacing supervisors. The Audit Committee adheres to the Company's "Audit Committee Charter" in order the fulfil the core Company's governance values. The main functions of the committee are as follows:
a. Compliance with relevant laws and regulations by the Company
b. Management of the existing or potential risks of the Company.
c. The effective implementation of the internal control system of the Company.
d.The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
e.Matters in which a director is an interested party.
f.The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
g.Fair presentation of the financial reports of the Company.
| TITLE | NAME | Education | Experience |
| Chair | Chao Peng Chou | National Taiwan University of Science and Technology National Chengchi University |
Hotron Precision Electronic Industrial Co.,Ltd. CAPITAL SECURITIES CORP. MasterLink Securities Corporation |
| Member | Kevin Lin | National Taiwan University The George Washington University |
Provision Information Co., Ltd. Senao International Co., Ltd. |
| Member | Jeff chiang | National Taipei University (NTPU) | LONG TIME TECH. CO., LTD. ZHONG YANG TECHNOLOGY CO., LTD. |
Compensation Committee is responsible to establish and review periodically the policy, system, standard and structure of performance assessment and salary of directors and managers.
Members of the Committee shall be appointed by the Board of directors. The Committee shall not be fewer than three members, one of whom shall be the convener. The tenure of office of the Committee members shall be consistent with their tenure as Board of Directors of the Company. When a member of the Committee is dismissed for any reason, it should be appointed a replacement at the next following board of directors meeting.
| TITLE | NAME | Education | Experience |
| Chair | Chao Peng Chou | National Taiwan University of Science and Technology National Chengchi University |
Hotron Precision Electronic Industrial Co.,Ltd. CAPITAL SECURITIES CORP. MasterLink Securities Corporation |
| Member | Kevin Lin | National Taiwan University The George Washington University |
Provision Information Co., Ltd. Senao International Co., Ltd. |
| Member | Jeff chiang | National Taipei University (NTPU) | LONG TIME TECH. CO., LTD. ZHONG YANG TECHNOLOGY CO., LTD. |
| Meeting Date | Major Matters | Resolution | The Company’s action regarding the Compensation Committee |
| 2022/08/01 | attachment | Passed by all Audit committee members | Submitted to and passed by all attending directors. |
| 2022/03/15 | attachment | Passed by all Audit committee members | Submitted to and passed by all attending directors. |
| 2022/01/27 | attachment | Passed by all Audit committee members | Submitted to and passed by all attending directors. |
| 2021/12/10 | attachment | Passed by all Audit committee members | Submitted to and passed by all attending directors. |
| 2021/10/13 | attachment |
Passed by all Audit committee members |
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(1)Independent Director：Chao Peng Chou
Education：
1.National Taiwan University of Science and Technology
2.National Chengchi University
Experience：
1.Hotron Precision Electronic Industrial Co.,Ltd.
2.CAPITAL SECURITIES CORP.
3.MasterLink Securities Corporation
(2)Independent Director：Kevin Lin
Education：
1.National Taiwan University
2.The George Washington University
Experience：
1.Provision Information Co., Ltd.
2.Senao International Co., Ltd.
(3)Independent Director：Jeff chiang
Education：
1.National Taipei University (NTPU)
Experience：
1.LONG TIME TECH. CO., LTD.
2.ZHONG YANG TECHNOLOGY CO., LTD.
1.COPLUS's internal auditor periodically present internal audit reports to the Audit Committee and fully communicate status of audit implementation, follow-up of improvements to errors, and implementation results. Chief internal auditor not only periodically provide independent directors with written audit reports, but also present business reports based on suggestions from independent directors.
2.The internal auditor and CPAs directly communicate with independent directors via email, phone, or face-to-face meetings as necessary; periodically review the Corporation's financial and business conditions according to regulations; and directly communicate with management and governance units.
1.CPAs periodically present annual and quarterly audits of financial reports and audit reports to the Audit Committee, and also communicate other matters according to relevant laws.
2.Individual meetings between independent directors, internal auditor, and CPAs are convened regularly each year. Internal auditor and CPAs respectively make independent reports to the independent directors regarding audit items, annual plans, financial reports, and details of annual audit plans.